342 Ga. App. 780
Ga. Ct. App.2017Background
- SAWS (a developer) bought ~855 acres in the Seven Hills planned community that was subject to an original Declaration of Covenants recorded by the original declarant (TEMCO). SAWS later re-platted the Property after acquisition via bankruptcy sale.
- TEMCO assigned declarant rights to Forestar, which recorded an Amended Declaration and a Supplementary Declaration; SAWS disputes their enforceability and scope.
- SAWS sued Forestar (the HOA/declarant) and BHHS (a brokerage with agents at the clubhouse) seeking declaratory relief and breach of covenants about (1) when HOA assessments commence for subsequently platted units and (2) who must maintain certain common areas; SAWS also alleged tortious interference with business relations by Forestar and BHHS for allegedly giving prospective buyers false information.
- The trial court granted Forestar partial summary judgment on some declaratory/breach claims, denied summary judgment on other declaratory/breach claims, and denied summary judgment to Forestar and BHHS on tortious interference claims.
- The Court of Appeals vacated the trial court’s rulings on the declaratory judgment and breach-of-covenant issues and remanded for contract-construction analysis (including which Declaration controls and whether amendments/supplements are enforceable). The court reversed the denial of summary judgment on tortious interference as to both Forestar and BHHS for lack of evidence of causation/damages.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| When do HOA assessments commence for subsequently platted units under the Declaration? | SAWS: Declaration is ambiguous; obligations for newly platted units after an initial conveyance are unclear and require declaratory relief. | Forestar: Assessment language is clear and was properly applied. | Vacated and remanded: trial court must perform contract-construction analysis to decide if the Declaration is ambiguous and when assessments trigger for subsequently platted units. |
| Are Forestar’s Amended and Supplementary Declarations enforceable and do they relieve Forestar/HOA of maintenance obligations for SAWS common areas? | SAWS: Amendments/supplements are unenforceable or cannot unilaterally impose material burdens on existing owners; original Declaration controls maintenance duties. | Forestar: Original Declaration expressly authorized unilateral amendments/supplements; the Amended/Supplementary Declarations negate Forestar/HOA maintenance obligations for Nature Walk areas. | Vacated and remanded: trial court must resolve which Declaration governs (enforceability of amendments) and then construe maintenance obligations. |
| Did Forestar tortiously interfere with SAWS’s business relations by providing false info to prospective buyers? | SAWS: Forestar’s agents misrepresented assessments/maintenance and steered buyers away, causing lost sales. | Forestar: SAWS produced no evidence of causation or quantifiable damages from Forestar’s alleged actions. | Reversed: summary judgment for Forestar should have been granted — SAWS failed to prove causation/damages. |
| Did BHHS tortiously interfere by advising prospective buyers about HOA documents/fees? | SAWS: BHHS agents warned buyers about extra fees and influenced cancellations. | BHHS: No evidence BHHS caused any lost sale; buyers made independent decisions. | Reversed: summary judgment for BHHS should have been granted — affidavits do not establish causation or damages. |
Key Cases Cited
- Hart v. Sirmans, 336 Ga. App. 212 (summary judgment standard and de novo review)
- Pinnacle Benning, LLC v. Clark Realty Capital, LLC, 314 Ga. App. 609 (Declaratory judgment requirements and when relief is proper)
- Marino v. Clary Lakes Homeowners Assn., 331 Ga. App. 204 (HOA declaration construed as contract)
- Tucker Materials (GA), Inc. v. Devito Contracting & Supply, Inc., 245 Ga. App. 309 (contract construction appropriate for summary judgment absent ambiguity)
- Richardson v. Phillips, 302 Ga. App. 305 (declaratory relief not available for past actions)
- Sumter Regional Hosp., Inc. v. Sumter Free Press, Inc., 248 Ga. App. 780 (elements of tortious interference with business relations)